Office of the Regulator of
Community Interest Companies
How to appeal against decisions
made by the Regulator
MAY 2016
How to appeal against decisions made by the Regulator
Contents
Introduction ................................................................................................................................. 3
What grounds are there for making an appeal? ........................................................................... 3
What is the process for appealing a decision made by the Regulator? ........................................ 6
Is there a time limit for beginning the Appeal Process? ............................................................... 6
What detail should be in my notice of appeal? ............................................................................ 6
What is the Role of the Regulator when an appeal is lodged? ..................................................... 7
What is the role of the Appeal Officer? ........................................................................................ 7
Where should I send my appeal? ................................................................................................ 8
How to appeal against decisions made by the Regulator
How to appeal against a decision
made by the Regulator
Introduction
The legislation relating to community interest companies provides for a process of
statutory appeals against certain types of decision, which the Regulator may take.
What grounds are there for making an appeal?
The appeal framework is set out in the Companies (Audit, Investigation and Community
Enterprise) Act 2004 (the Act) and the Community Interest Company Regulations 2005
(the Regulations). Section 28 of the Act provides for the appointment of the Appeal Officer
for Community Interest Companies (“the Appeal Officer”) and describes the Appeal
Officer’s jurisdiction and Part 11 of the Regulations sets out the procedural framework for
appeals to the Appeal Officer.
Appeals may be brought on the grounds that in making a decision the Regulator has made
a material error of law or fact. Where an appeal is made to the Appeal Officer, the Appeal
Officer must dismiss it, allow it, or remit the case to the Regulator for reconsideration in
accordance with any rulings of law or findings of fact which the Appeal Officer has made.
The Appeal Officer is a statutory office holder appointed by the Secretary of State for
Business Innovation and Skills. The Appeal Officer is independent both from the
Government and from the Regulator.
Which decisions can be appealed?
The Appeal Officer only has jurisdiction in relation to those decisions in respect of which
legislation specifically states that there is a right of appeal to the Appeal Officer.
The Table below sets out an exhaustive list of the types of decision against which an
appeal can currently be made to the Appeal Officer. All the decisions listed below are
decisions, which may or must be taken by the Regulator.
How to appeal against decisions made by the Regulator
Type of decision
Who may appeal?
Source1
Decision that a company is not eligible to be
Any subscriber to the
company’s memorandum
Act, s. 36(10)
The company
Act, s. 38A(5)
The company
Act, s. 45(13)
The company
Act, s. 47(14)
Act, s. 48(12)
on trust for, or on behalf of a CIC
The company and any
person to whom the order
is directed
Orders restricting the transactions which a
The company
Act, s. 48(13)
formed as a CIC
Decision that a company is not eligible to
become a CIC
Order appointing a director of a CIC (but not
an order removing a director of a CIC, which
is appealable to the High Court / Court of
Session)
Order appointing a manager in respect of a
CIC’s property and affairs
Various orders relating to property held by,
CIC can enter into / the nature or amount of
payments it can make
“Act” refers to the Companies (Audit, Investigations and Community Enterprise) Act 2004; “Regs”
refer to the Community Interest Company Regulations 2005.
1
How to appeal against decisions made by the Regulator
Type of decision
Who may appeal?
Source1
Order transferring specified shares in a CIC
The company and any
person from whom
shares are transferred
Act, s. 49(5)
The company and any
person whose interest is
Act, s. 49(6)
to specified persons
Order extinguishing specified members’
interests in a CIC or appointing new
extinguished
members in place of such members
Decision that a company is not eligible to
The company
Act, s. 55A(4)
The company
Regs, reg
cease being a CIC (prior to becoming a
charity / Scottish charity)
Decision not to approve change to
statement
15(8)
of CIC’s objects in its memorandum
Directions relating to distribution of CIC’s
assets on a solvent winding up
Any member or director
of the company
Regs, reg 23
(11)
How to appeal against decisions made by the Regulator
What is the process for appealing a decision made by the
Regulator?
The process to be followed in appeals to the Appeal Officer is set out in Part 11 of the
regulations, the contents of which are summarised below. It should be noted that, subject
to the Regulations, the Appeal Officer is given fairly wide discretion as to the details of
procedure to be followed in each case.
Is there a time limit for beginning the Appeal Process?
Appeals to the Appeal Officer are begun by sending a notice of appeal to the Regulator.
The notice of appeal must generally be sent so that it is received within two months of the
date upon which the appellant was given reasons for the disputed order or decision.
However, if the appeal relates to a direction on the distribution of residual assets in the
winding up of a CIC under regulation 23 of the Regulations, the notice of appeal must be
received within three weeks of the date on which notice of the disputed direction was
given.
Any appeal, which is not made within the relevant deadline, will be dismissed unless the
Appeal Officer is satisfied that there are exceptional circumstances to justify its being
made late.
What detail should be in my notice of appeal?
There is no standard form for appeals. The notice of appeal must:

State the name and address of the appellant;

State an address for service in Great Britain;

Specify as precisely as the appellant is able the date, or dates, on which the
appellant was given reasons by the Regulator for the disputed order or decision, or
include a statement that no such reasons were given;

Contain a statement of the grounds for the appeal;

Contain details of the disputed order, decision, or direction;

Contain a succinct presentation of the arguments supporting each of the grounds of
appeal;

Contain a schedule listing all the documents annexed to the notice of appeal; and

Be signed and dated by the appellant, or on its behalf by a duly authorised officer,
or legal representative.
How to appeal against decisions made by the Regulator
A copy of the disputed order, or decision, must be annexed to the notice of appeal,
together with a copy of any reasons, which the Regulator has given for the disputed order
or decision. As far as practicable, appellants should also annex to their notice of appeal a
copy of every document on which they are relying.
What is the Role of the Regulator when an appeal is lodged?
The Regulator will send an acknowledgement of the receipt of the notice of appeal to the
appellant.
The Regulator must send the notice of appeal, endorsed with the date of receipt, to the
Appeal Officer. Where it is an appeal against the Regulator’s direction on the distribution of
residual assets in the winding up of a CIC, the Regulator must forward with the notice of
appeal:
A statement of the date upon which notice of the disputed direction, or decision, was given
to the community interest company in accordance with regulation 23(8); or
A statement that no such notice was given.
The Regulator may make a written response to the notice of appeal. If he does so, the
response must be received by the Appeal Officer within two weeks of the date on which
the Regulator received the notice of appeal, unless the Appeal Officer allows a longer
time.
What is the role of the Appeal Officer?
The Appeal Officer may allow the appellant or the Regulator further opportunities to make
written or oral representations and may specify when and how such representations are to
be made.
The Appeal Officer may follow such practice and procedure as she thinks fit, having regard
to the just, expeditious and economical conduct of appeals. In determining appeals, the
Appeal Officer must have regard to all matters that appear to him to be relevant.
The Appeal Officer may at any stage dismiss appeals, which she considers unfounded,
which do not comply with the requirements of the Regulations as regards notices of
appeal, or if she considers that the appellant is not entitled to bring the appeal.
Appeals may also be discontinued by being dismissed at the request of the appellant.
The Appeal Officer must give reasons for any decision to dismiss an appeal, allow an
appeal or remit a case to the Regulator. Such reasons must be given to the appellant and
the Regulator, and the Appeal Officer must make such arrangements for their publication,
as she considers appropriate.
How to appeal against decisions made by the Regulator
Where should I send my appeal?
Please forward your notice of appeal to the following address:
The Manager
Office of the Regulator Community Interest Companies
2nd floor
Companies House
Crown Way
Cardiff CF14 3UZ
E-mail: cicregulator@companieshouse.gov.uk
This short guide is not a statement of law.
The Office of the Regulator of Community Interest Companies does not offer legal
advice on particular cases, or on the legal risks associated with particular
proposed actions.
The Regulator provides general guidance on Community Interest Companies and
it is for individuals to seek their own professional legal advice on specific matters.
For further information please refer to the Regulator’s website:
www.cicregulator.gov.uk
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Contacts us if you have any enquiries about this publication, including requests for alternative formats, at:
Office of the Regulator of Community Interest Companies
2nd floor, Companies House
Crown Way
Cardiff CF14 3UZ
Tel: 029 20346228 (24-hour voicemail).
Email: cicregulator@companieshouse.gov.uk
CIC09/1656